Breast cancer is the leading cause of cancer death in African-American (AA) women. Breast cancer incidence is lower among AA than white women, however mortality rates are higher. Higher body mass index (BMI), lower adherence to recommended early detection behaviors, and lower socioeconomic status (SES) may contribute to these higher mortality rates. AA women are at great risk for obesity with more than 36 percent meeting the criterion for obesity (BMI 30 kg/m2). Weight gain and abdominal adiposity during adult life, especially excess weight in the years preceding diagnosis are increasingly recognized as important risk factors for breast cancer in postmenopausal women. Thus, reversal or prevention of weight gain could have a striking impact on mortality in AA women. Rates of breast screening at recommended intervals is substantially lower among AA than white women. In addition, AA women are more likely to live in poverty and have less access to medical care compared to white women, both of which have been shown to influence preventive health care behaviors and the stage of breast cancer at diagnosis. No study to date has simultaneously addressed both weight and breast health in an integrated intervention among low SES AA women. The proposed R21 pilot study was submitted in response to an RFA entitled "Exploratory grants in behavioral cancer control." The specific aims are to test the feasibility of a 20-week integrated intervention: 1) with 60 overweight low socioeconomic status AA women; 2) to produce a 7 percent weight loss through a reduction in dietary fat and increase fruit/vegetable consumption and physical activity and 3) to improve breast health practices (i.e., mammography, CBE, BSE). Results will be applied to the design of a larger intervention trial with intermediate biological endpoints.